Common use of Verification of Calculations Clause in Contracts

Verification of Calculations. At Lessee's request, the accuracy of any calculation of amount(s) payable pursuant to this Schedule 19.2 shall be verified by independent public accountants selected by Lessor and reasonably satisfactory to Lessee, and such verification shall bind Lessor and Lessee. In order, and to the extent necessary, to enable such independent accountants to verify such amounts, Lessor shall provide to such independent accountants (for their confidential use and not to be disclosed to Lessee or any other person) all information reasonably necessary for such verification, including any computer program, related files, or reports used by Lessor in originally calculating Basic Rent, Termination Values or other Taxes. Verification shall be at the expense of Lessee, unless, as the result of such verification, the Owner Participant's calculation of the applicable amount payable is adjusted by 3% or more (or, in the case of an adjustment of the Basic Rent, the net present value of the Rent as calculated by Lessor is adjusted by more than five basis points) in favor of Lessee, in which case the expense shall be borne by Lessor. If to Lessor: Port Washington Generating Station LLC c/o W.E. Power LLC 000 X. Xxxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attn: Xxxx Xxxxxxxxx, Director Business Development Wisconsin Electric Power Company 000 X. Xxxxxxx Street Milwaukee, WI 53203 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attn: Xxxxxx Xxxxx, Vice President - Commodity Resources The Leased Facility consists of an approximately 545 MW net nominal combustion turbine combined cycle electric generating unit and related facilities, as such description shall be supplemented by mutual agreement of the Parties following execution of the equipment supply and construction contracts. This GUARANTY ("Guaranty") dated as of [_____], 20[__], by Wisconsin Energy Corporation, a Wisconsin corporation ("Guarantor"), on behalf of Port Washington Generating Station LLC, a Wisconsin limited liability company ("Lessor"), for the benefit of Wisconsin Electric Power Company, a Wisconsin corporation ("Lessee"). All capitalized terms used but not defined in this Guaranty shall have the meanings given to such terms in the Port Washington I Facility Lease, dated as of May 28, 2003, between Lessor and Lessee (the "Port Washington I Facility Lease"). Each of Lessee and Guarantor is sometimes herein referred to as a "Party" and Lessee and Guarantor are sometimes herein referred to collectively as the "Parties".

Verification of Calculations. At Lessee's request, the accuracy of any calculation of amount(s) payable pursuant to this Schedule 19.2 shall be verified by independent public accountants selected by Lessor and reasonably satisfactory to Lessee, and such verification shall bind Lessor and Lessee. In order, and to the extent necessary, to enable such independent accountants to verify such amounts, Lessor shall provide to such independent accountants (for their confidential use and not to be disclosed to Lessee or any other person) all information reasonably necessary for such verification, including any computer program, related files, or reports used by Lessor in originally calculating Basic Rent, Termination Values or other Taxes. Verification shall be at the expense of Lessee, unless, as the result of such verification, the Owner Participant's calculation of the applicable amount payable is adjusted by 3% or more (or, in the case of an adjustment of the Basic Rent, the net present value of the Rent as calculated by Lessor is adjusted by more than five basis points) in favor of Lessee, in which case the expense shall be borne by Lessor. If to Lessor: Port Washington Generating Station LLC c/o W.E. Power LLC 000 X. Xxxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attn: Xxxx Xxxxxxxxx, Director Business Development Wisconsin Electric Power Company 000 X. Xxxxxxx Street Milwaukee, WI 53203 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attn: Xxxxxx Xxxxx, Vice President - President- Commodity Resources The Leased Facility consists of an approximately 545 MW net nominal combustion turbine combined cycle electric generating unit and related facilities, as such description shall be supplemented by mutual agreement of the Parties following execution of the equipment supply and construction contracts. This GUARANTY ("Guaranty") dated as of [_____], 20[__], by Wisconsin Energy Corporation, a Wisconsin corporation ("Guarantor"), on behalf of Port Washington Generating Station LLC, a Wisconsin limited liability company ("Lessor"), for the benefit of Wisconsin Electric Power Company, a Wisconsin corporation ("Lessee"). All capitalized terms used but not defined in this Guaranty shall have the meanings given to such terms in the Port Washington I II Facility Lease, dated as of May 28, 2003, between Lessor and Lessee (the "Port Washington I II Facility Lease"). Each of Lessee and Guarantor is sometimes herein referred to as a "Party" and Lessee and Guarantor are sometimes herein referred to collectively as the "Parties".

Verification of Calculations. At Lessee's ’s request, the accuracy of any calculation of amount(s) payable pursuant to this Schedule 19.2 shall be verified by independent public accountants selected by Lessor and reasonably satisfactory to Lessee, and such verification shall bind Lessor and Lessee. In order, and to the extent necessary, to enable such independent accountants to verify such amounts, Lessor shall provide to such independent accountants (for their confidential use and not to be disclosed to Lessee or any other person) all information reasonably necessary for such verification, including any computer program, related files, or reports used by Lessor in originally calculating Basic Rent, Termination Values or other Taxes. Verification shall be at the expense of Lessee, unless, as the result of such verification, the Owner Participant's Lessor’s calculation of the applicable amount payable is adjusted by 3% or more (or, in the case of an adjustment of the Basic Rent, the net present value of the Rent as calculated by Lessor is adjusted by more than five basis points) in favor of Lessee, in which case the expense shall be borne by Lessor. If to Lessor: Port Washington Elm Road Generating Station Supercritical, LLC c/o W.E. Power LLC 000 X. Xxxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attn: Xxxx XxxxxxxxxXxx Xxxxxxxx, Director Business Development Vice President and General Manager Wisconsin Electric Power Company 000 X. Xxxxxxx Street Milwaukee, WI 53203 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attn: Xxxxxx X. Xxxxx, Vice President - President- Commodity Resources The Within ninety (90) days of the consummation of a Transfer under the terms of Section 22.7(c) from the Lessor to an Acceptable Assignee (other than an Affiliate), if Wisconsin Electric Power Company (“WEPCO”) has not subleased all or any portion of the Leased Facility under the terms of Section 22.7(f) and if either of the Rating Agencies downgrade the lowest rated credit rating of WEPCO and expressly state that the reason for the downgrade was the Transfer, then in WEPCO’s next base rate case proceeding the revenue requirement for any short-term or future new issue long-term debt will be assumed, for ratemaking purposes, to have interest rates priced at the rating prior to the downgrade. If, for any other reason whatsoever, WEPCO’s lowest rated credit rating is subsequently further downgraded by one or both Rating Agencies, then the ratings being assumed for ratemaking purposes for any short-term or future new issue long-term debt will likewise be reduced by the same number of rating gradations. In the next base rate case proceeding after the earlier of (i) the credit rating being returned to the level it was at prior to the downgrade, or (ii) the termination of the lease, or (iii) a sublease by WEPCO of all or any portion of the Leased Facility under the terms of Section 22.7(f), the interest rates applicable to short-term and future new issue long-term debt will not be subject to any ratings downgrade adjustment. However, any outstanding long-term debt previously deemed to be subject to a ratings downgrade adjustment in a base rate case proceeding will continue to be subject to adjustment in subsequent base rate case proceedings in accordance with this provision. An example: Suppose WEPCO’s lowest rated credit rating per Xxxxx’x Investor Services is Aa3 and per Standard & Poor’s is A. Lessor has transferred its interests to an Acceptable Assignee that is not an Affiliate. WEPCO has not subleased any portion of the Leased Facility. Specifically as a result of the transfer, and within 90 days, Moody’s announces a one-notch downgrade from Aa3 to A1 and S&P announces a one-notch downgrade from A to A-. For ratemaking purposes, any short-term or future new issue long-term debt would be assumed to have interest rates commensurate with the prior Aa3 (Moody’s) and A (S&P) ratings. A year after that rate case proceeding, however, both Moody’s and S&P announce four-notch downgrades from A1 to Baa2 (Moody’s) and from A- to BBB- (S&P). Now, for ratemaking purposes, in the subsequent base rate case proceeding the assumed rates based on credit ratings of Aa3 and A would not remain based at Aa3 and A, nor would they be based on the ratings downgraded to Baa2 and BBB-. Instead, the credit ratings used to determine the assumed rates would likewise be reduced four notches from Aa3 to Baa1 (Moody’s) and from A to BBB (S&P). In some circumstances the Rating Agencies may be willing to disclose, in advance, the potential for WEPCO’s lowest rated credit rating to be downgraded as a direct result of a Transfer. Further, the Rating Agencies may be willing to support retention of the current credit rating based on some pre-determined equity contribution. In the event that, within ninety (90) days of the Transfer, (i) the Rating Agencies will provide written documentation of the circumstances and recommendations including their determination that a specific potential downgrade is the direct result of the Transfer, (ii) WEPCO has an opportunity to prevent a credit rating downgrade with an equity infusion, (iii) WEPCO actually issues equity to prevent the credit rating downgrade, and (iv) neither of the Rating Agencies issues a credit rating downgrade as a result of the equity infusion, then in WEPCO’s next base rate case proceeding an adjustment will be made to the weighted average cost of capital calculation to hold WEPCO’s ratepayers harmless from the effects of the equity contribution. Specifically, the weighted average cost of capital assumed for ratemaking purposes would be calculated as though the credit rating was never changed and the additional equity contribution was never made. If, for any other reason whatsoever, WEPCO’s lowest rated credit rating is subsequently downgraded by one or both Rating Agencies, then the ratings being assumed for ratemaking purposes for any short-term or future new issue long-term debt will likewise be reduced by the same number of rating gradations. This provision will end at the next base rate case proceeding after the earlier of (i) the credit rating being increased by either of the Rating Agencies, or (ii) the termination of the lease, or (iii) a sublease by WEPCO of all or any portion of the Leased Facility under the terms of Section 22.7(f). Xxxx 0 consists of an approximately 545 615 MW net nominal combustion turbine combined cycle electric supercritical pulverized coal electrical generating unit and related facilities, as such description shall be supplemented by mutual agreement of the Parties following execution of the equipment supply and construction contracts. This GUARANTY ("Guaranty") dated as of [_____], 20[__], by Wisconsin Energy Corporation, a Wisconsin corporation ("Guarantor"), on behalf of Port Washington Generating Station LLC, a Wisconsin limited liability company ("Lessor"), for the benefit of Wisconsin Electric Power Company, a Wisconsin corporation ("Lessee"). All capitalized terms used but not defined in this Guaranty shall have the meanings given to such terms in the Port Washington I Facility Lease, dated as of May 28, 2003, between Lessor and Lessee (the "Port Washington I Facility Lease"). Each of Lessee and Guarantor is sometimes herein referred to as a "Party" and Lessee and Guarantor are sometimes herein referred to collectively as the "Parties".

Verification of Calculations. At Lessee's ’s request, the accuracy of any calculation of amount(s) payable pursuant to this Schedule 19.2 shall be verified by independent public accountants selected by Lessor and reasonably satisfactory to Lessee, and such verification shall bind Lessor and Lessee. In order, and to the extent necessary, to enable such independent accountants to verify such amounts, Lessor shall provide to such independent accountants (for their confidential use and not to be disclosed to Lessee or any other person) all information reasonably necessary for such verification, including any computer program, related files, or reports used by Lessor in originally calculating Basic Rent, Termination Values or other Taxes. Verification shall be at the expense of Lessee, unless, as the result of such verification, the Owner Participant's Lessor’s calculation of the applicable amount payable is adjusted by 3% or more (or, in the case of an adjustment of the Basic Rent, the net present value of the Rent as calculated by Lessor is adjusted by more than five basis points) in favor of Lessee, in which case the expense shall be borne by Lessor. If to Lessor: Port Washington Elm Road Generating Station Supercritical, LLC c/o W.E. Power LLC 000 X. Xxxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attn: Xxxx XxxxxxxxxXxx Xxxxxxxx, Director Business Development Vice President and General Manager Wisconsin Electric Power Company 000 X. Xxxxxxx Street Milwaukee, WI 53203 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attn: Xxxxxx X. Xxxxx, Vice President - Commodity Resources The Within ninety (90) days of the consummation of a Transfer under the terms of Section 22.7(c) from the Lessor to an Acceptable Assignee (other than an Affiliate), if Wisconsin Electric Power Company (“WEPCO”) has not subleased all or any portion of the Leased Facility under the terms of Section 22.7(f) and if either of the Rating Agencies downgrade the lowest rated credit rating of WEPCO and expressly state that the reason for the downgrade was the Transfer, then in WEPCO’s next base rate case proceeding the revenue requirement for any short-term or future new issue long-term debt will be assumed, for ratemaking purposes, to have interest rates priced at the rating prior to the downgrade. If, for any other reason whatsoever, WEPCO’s lowest rated credit rating is subsequently further downgraded by one or both Rating Agencies, then the ratings being assumed for ratemaking purposes for any short-term or future new issue long-term debt will likewise be reduced by the same number of rating gradations. In the next base rate case proceeding after the earlier of (i) the credit rating being returned to the level it was at prior to the downgrade, or (ii) the termination of the lease, or (iii) a sublease by WEPCO of all or any portion of the Leased Facility under the terms of Section 22.7(f), the interest rates applicable to short-term and future new issue long-term debt will not be subject to any ratings downgrade adjustment. However, any outstanding long-term debt previously deemed to be subject to a ratings downgrade adjustment in a base rate case proceeding will continue to be subject to adjustment in subsequent base rate case proceedings in accordance with this provision. An example: Suppose WEPCO’s lowest rated credit rating per Xxxxx’x Investor Services is Aa3 and per Standard & Poor’s is A. Lessor has transferred its interests to an Acceptable Assignee that is not an Affiliate. WEPCO has not subleased any portion of the Leased Facility. Specifically as a result of the transfer, and within 90 days, Moody’s announces a one-notch downgrade from Aa3 to A1 and S&P announces a one-notch downgrade from A to A-. For ratemaking purposes, any short-term or future new issue long-term debt would be assumed to have interest rates commensurate with the prior Aa3 (Moody’s) and A (S&P) ratings. A year after that rate case proceeding, however, both Moody’s and S&P announce four-notch downgrades from A1 to Baa2 (Moody’s) and from A- to BBB- (S&P). Now, for ratemaking purposes, in the subsequent base rate case proceeding the assumed rates based on credit ratings of Aa3 and A would not remain based at Aa3 and A, nor would they be based on the ratings downgraded to Baa2 and BBB-. Instead, the credit ratings used to determine the assumed rates would likewise be reduced four notches from Aa3 to Baa1 (Moody’s) and from A to BBB (S&P). In some circumstances the Rating Agencies may be willing to disclose, in advance, the potential for WEPCO’s lowest rated credit rating to be downgraded as a direct result of a Transfer. Further, the Rating Agencies may be willing to support retention of the current credit rating based on some pre-determined equity contribution. In the event that, within ninety (90) days of the Transfer, (i) the Rating Agencies will provide written documentation of the circumstances and recommendations including their determination that a specific potential downgrade is the direct result of the Transfer, (ii) WEPCO has an opportunity to prevent a credit rating downgrade with an equity infusion, (iii) WEPCO actually issues equity to prevent the credit rating downgrade, and (iv) neither of the Rating Agencies issues a credit rating downgrade as a result of the equity infusion, then in WEPCO’s next base rate case proceeding an adjustment will be made to the weighted average cost of capital calculation to hold WEPCO’s ratepayers harmless from the effects of the equity contribution. Specifically, the weighted average cost of capital assumed for ratemaking purposes would be calculated as though the credit rating was never changed and the additional equity contribution was never made. If, for any other reason whatsoever, WEPCO’s lowest rated credit rating is subsequently downgraded by one or both Rating Agencies, then the ratings being assumed for ratemaking purposes for any short-term or future new issue long-term debt will likewise be reduced by the same number of rating gradations. This provision will end at the next base rate case proceeding after the earlier of (i) the credit rating being increased by either of the Rating Agencies, or (ii) the termination of the lease, or (iii) a sublease by WEPCO of all or any portion of the Leased Facility under the terms of Section 22.7(f). Xxxx 0 consists of an approximately 545 615 MW net nominal combustion turbine combined cycle electric supercritical pulverized coal electrical generating unit and related facilities, as such description shall be supplemented by mutual agreement of the Parties following execution of the equipment supply and construction contracts. This GUARANTY ("Guaranty") dated as of [_____], 20[__], by Wisconsin Energy Corporation, a Wisconsin corporation ("Guarantor"), on behalf of Port Washington Generating Station LLC, a Wisconsin limited liability company ("Lessor"), for the benefit of Wisconsin Electric Power Company, a Wisconsin corporation ("Lessee"). All capitalized terms used but not defined in this Guaranty shall have the meanings given to such terms in the Port Washington I Facility Lease, dated as of May 28, 2003, between Lessor and Lessee (the "Port Washington I Facility Lease"). Each of Lessee and Guarantor is sometimes herein referred to as a "Party" and Lessee and Guarantor are sometimes herein referred to collectively as the "Parties".